Agenda 17Nov12

This page sets out the agenda for the in-person Board meeting that will take place on 17-18 November 2012. The meeting will be held at the WMUK Office.

Some sections of this meeting have to take place in camera, and will be recorded on the office wiki. All other sections will be webcast at (URL TBC); recordings and photographs will be made available on Wikimedia Commons; and the minutes will be collaboratively written at etherpad:WMUKMinutes (which will be moved post-meeting to Minutes 17Nov12).

Attendees

• Trustees:
  • all (TBC, for both days)
• Staff:
  • Jon Davies (for both days)
  • Richard Symonds (for both days)
  • Katherine Bavage for membership paper
  • Stevie Benton for Wikimania
• Volunteers/observers:
  • Representatives of the Independent Governance review - probably Saturday morning
  • Wikimania team reps.

Agenda

Executive business

1. Chair's Business
2. Secretary's Business
   1. Decisions (approval or rejection) of minutes of previous meetings
      1. To come.

      Refer to Board meetings/2012-13 List of actions

   2. Confirmation of email and in-camera decisions
      1. Decision to approve a budget of £2k for media training for trustees, volunteers and some staff. This budget will be drawn from the contingency budget, and will form a new "Communications" budget line for the rest of the 2012-13 financial year. Approved by DT, Fæ, CK, MP, JB as of 14 September 2012.
      2. The Board resolves to co-opt Saad Choudri to fill the vacant space on the Board, under Article 17.4 of the Articles of Association. Approved by CK, JB, DT, Fæ, MP, RB as of 18 September 2012
      3. (More to come)
   3. Confirmation of records being current
      1. Register of Directors
      2. Declarations of Interest and in-camera Register of Interests
3. Treasurer's Business
4. Chief Exec's Business

Policy revision

1. Conflict of Interest policy (interim changes);
   1. Proposal to update our Conflict of Interest policy "No Trustee or Wikimedia UK Director will engage in any business offering consultancy services related to Wikipedia or other Wikimedia projects"; this term to be reviewed in the light of the recommendations of the Governance Review.
2. Recruitment policy - for decision (revised version brought forward from last meeting)
3. Revisions to Finance Policy 2012
   1. Banking, #3 change to "Bank payments (cheque or online bank transfer) require two signatories (Administrator)"
   2. Reimbursement of expenses, #11 change to "All claims for reimbursement will be paid, unless disputed, by cheque, online bank transfer or through petty cash within a week of approval. (Administrator)"
   3. Incidental expenses - per diems change to the text in #Per_diem_expenses
   4. OR Approving amendments to the Finance Policy as part of the 2012 Finance Policy Review.
4. Adoption of the Physical Security Policy
5. Adoption of the Data Encryption Policy
6. Adoption of the Cardholder Data Security Policy
7. Adoption of the Remote Access Policy
8. Adoption of the Data Breach Policy
9. Adoption of the Clear Screen and Desk Policy

Other governance issues

1. Key Performance Indicators & metrics (confirm status with JD)
2. Agreeing membership strategy (KB to report)
3. Creating an effective risk policy and register (JD to report)

Committees

1. [Fae, 10 minutes] Principles of delegation of authority for committees, both delegation of financial authority and delegation of decision making with a defined scope, noting that trustees can delegate a defined authority but cannot delegate ultimate responsibility.
   1. Ensuring that the requirements of the Articles of Association, section 21, are implemented and monitored for Committees
   2. Future of the Executive Committee
2. Board/Fellows and Associates vs. Advisory Board
3. Conference Committee
   1. Wikimania 2014 bid
   2. WikiConference 2013
4. Education Committee
5. GLAM Committee
   1. draft charter for approval.
6. Technology Committee
   1. Approval
7. Grants Committee
   1. Preliminary discussion

Board reports

1. Reports 17Nov12

Other discussions and decisions needed

1. [Fae 20 minutes] Defining the terms and scope for the Chair and Chief Executive. Reviewing the effective implementation of delegation of authority for the Chief Executive. (Note, this is not suitable to be the last agenda item hidden under other business, this should be an item on the main agenda.)

Logistics

• For directions to the meeting, please see Office.
• Accommodation will be organised by the Office - please contact (whom?) for assistance.
• On the eve of the 17th, rather than visit a restaurant all trustees, staff, any attending or interested volunteers, and their partners are invited to supper at Jon's place from 7, at 181a Kennington Lane, London SE11 4EZ. Bring a bottle. Tube Kennington or buses 59.159. 3 pass the door. Cycle hire racks outside.

Other notes

Per diem expenses

Please see other versions of this revision at [1] (Fæ's version) and [2] (Mike's previous version).

1. A "per diem" expenses allowance may be paid, if it has been approved in advance by the Office and/or the appropriate budget holder, to cover:
   1. meals and refreshments, including breakfast, lunch and dinner for the full rate; or either lunch or dinner for the lower rate; in both cases including refreshment costs in between meals
   2. costs of phone calls and internet connections
   3. incidental transport costs (e.g. bus fares, car park charges, short taxi rides) too trivial to submit claims for.
2. A per diem will be paid where the individual is coordinating, facilitating or presenting at Wikimedia events or for those at other events and meetings when acting as the official representative of Wikimedia UK.
3. The nominal amount of the per diem are as follows. These rates apply within the UK and the EU. Rates for other locations may be determined jointly by the Chief Exec and Treasurer to be higher or lower depending on the cost of living in those locations. The per diem rates are reviewed and approved by the Board on an annual basis.
   1. Full day (over 7 hours of activity including travel to and from) with overnight stay: £30 per day
   2. Full day (over 7 hours of activity including travel to and from) without overnight stay: £20 per day
   3. Half day (4-7 hours of activity including travel to and from): £15 per day
4. Where expenses are paid for directly by Wikimedia UK or another party, then the per diem rate will be decreased accordingly by a join decision by the Chief Exec and Treasurer.
5. Should there be any doubt or disagreement raised in advance of the expense by either party with regards the per diem rate, then the default of requiring receipts for all expenses shall apply.
6. If the per diem rates prove inadequate owing to high local costs then receipts can be submitted for assessment by the office whose decision will be final.
7. These rates are designed to apply to stays of less than 7 days duration within the UK, the rest of the European Union, and the United States of America. Rates for longer stays may be altered at the discretion of the Chief Executive and Treasurer.
8. Where any individual claims per diem expenses on a recurring basis, the Chief Executive will review the arrangement to ensure that the chapter is not breaking its obligations under minimum wage legislation.